Crosby Gary M Form 4 KEYCORP / Gary M Crosby ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Crosby Gary M

(Last) (First) (Middle)

C/O KEYCORP

127 PUBLIC SQUARE

(Street)

CLEVELAND OH 44114

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KEYCORP /NEW/ [ KEY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	02/01/2017		M		21,149	A	$12.83	769,911	D
Common Shares	02/01/2017		F		17,575	D	$18.15	752,336	D
Common Shares	02/01/2017		M		31,157	A	$16.41	783,493	D
Common Shares	02/01/2017		F		29,328	D	$18.12	754,165	D
Common Shares	02/01/2017		M		40,421	A	$15.68	794,586	D
Common Shares	02/01/2017		F		36,949	D	$18.14	757,637	D
Common Shares	02/01/2017		M		72,784	A	$11.19	830,421	D
Common Shares	02/01/2017		F		55,192	D	$18.15	775,229	D
Common Shares	02/01/2017		M		101,382	A	$10.07	876,611	D
Common Shares	02/01/2017		F		77,702	D	$18.14	798,909	D
Common Shares	02/01/2017		M		214,844	A	$10.54	1,013,753	D
Common Shares	02/01/2017		F		171,203	D	$18.16	842,550	D
Common Shares								641	I	401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Buy	$12.83	02/01/2017		M			21,149	(1)	07/13/2019	Common Shares	21,149	(2)	0	D
Option to Buy	$16.41	02/01/2017		M			31,157	(3)	01/25/2020	Common Shares	31,157	(2)	0	D
Option to Buy	$15.68	02/01/2017		M			40,421	(4)	01/24/2021	Common Shares	40,421	(2)	0	D
Option to Buy	$11.19	02/01/2017		M			72,784	(5)	08/05/2021(6)	Common Shares	72,784	(2)	0	D
Option to Buy	$10.07	02/01/2017		M			101,382	(7)	08/05/2017(6)	Common Shares	101,382	(2)	0	D
Option to Buy	$10.54	02/01/2017		M			214,844	(8)	08/05/2017(6)	Common Shares	214,844	(2)	0	D

Explanation of Responses:

1. This option vested in three equal annual installments ending on July 13, 2012.

2. This option was assumed by KeyCorp in the merger with First Niagara Financial Group, Inc. ("FNFG") and converted into a stock option exercisable for a number of whole shares (rounded down to the nearest whole share) equal to (i) the number of shares of FNFG common stock subject to such option multipled by (ii) 0.88.

3. This option vested in three equal annual installments ending on January 25, 2013.

4. This option vested in three equal annual installments ending on January 24, 2014.

5. This option vested in three equal annual installments ending on March 30, 2015.

6. The expiration date of this option was accelerated in connection with the merger of KeyCorp and FNFG pursuant to the terms of the plan under which the option was granted.

7. This option vested in three equal annual installments ending on March 28, 2016.

8. This option fully vested on August 5, 2016 in connection with the merger of KeyCorp and FNFG.

Remarks:

	Carrie A. Benedict POA for Gary M. Crosby	02/03/2017
	** Signature of Reporting Person	Date
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